Safehold Inc. quarterly report, Q2 FY2018

Filing identity and business context

Important entity mismatch: The supplied filing is iStar Inc.’s Form 10-Q for the quarter ended June 30, 2018—not a Safehold Inc. 10-Q. Safehold (SAFE) is discussed as iStar’s affiliate and ground-lease investment. The summary below covers iStar’s filing.

iStar finances, invests in and develops real estate through four segments: real estate finance, net lease, operating properties, and land and development. Figures below are unaudited; dollar amounts are in millions unless noted.

Financial performance and condition

MetricQ2 2018Q2 2017Six months 2018Six months 2017
Total revenue$171.6$347.9$535.8$456.2
Net income$60.5$196.0$95.5$180.6
Net income allocable to common shareholders$42.9$177.5$69.7$150.4
Diluted EPS$0.54$2.04$0.89$1.76
Cash from operating activitiesNot stated separatelyNot stated separately$(21.1)$111.6

Q2 2018 included a $67.9 gain from consolidating the Net Lease Venture and $56.9 of real estate sale gains. Six-month results also included $73.9 of real estate sale gains. The prior-year periods included a $123.4 gain from the ground-lease business disposition and $123.4 of land-litigation-related other income. These items make reported net income and revenue comparisons unusually volatile.

For the six months, land-development revenue was $357.4 versus $152.8, with related cost of sales of $306.8 versus $138.4; reported gross profit was $50.6 versus $14.4. Adjusted income allocable to common shareholders, a non-GAAP measure, was $43.6 in Q2 versus $198.4 and $176.0 for the first half versus $186.6. The 2018 first-half figure includes a $75.9 accounting-adoption adjustment; adjusted income is not a substitute for GAAP income or operating cash flow.

At June 30, 2018, assets were $5,358.2, debt obligations net were $3,869.6, and shareholders’ equity was $1,023.3. Cash and cash equivalents were $1,039.6 (cash, cash equivalents and restricted cash totaled $1,067.0). The company reported $325.0 of available capacity on its revolving facility. Debt rose from $3,476.4 at year-end, substantially reflecting consolidation of the Net Lease Venture, which brought $464.7 of debt onto the balance sheet. In July, iStar redeemed $273.0 of its 5.00% notes due 2019.

Six-month investing cash flow was $566.5 and financing cash flow was $(156.1). Cash increased by $389.3, including restricted cash. iStar reported $54.5 of loan-loss reserves, down from $78.5 at year-end, and a $18.0 first-half loan-loss provision versus a $5.5 recovery in 2017.

Material changes and management commentary

  • On June 30, iStar obtained control of the Net Lease Venture when its investment period expired. It consolidated the venture and recorded a $67.9 gain; the transaction added substantial real estate, intangible assets and debt, as well as noncontrolling interests.
  • Management said it remained focused on selective net-lease and real-estate-finance investments while monetizing operating properties and land. Proceeds were intended for reinvestment in those businesses and active development projects.
  • iStar amended and upsized its senior term loan to $650.0, reduced the stated spread to LIBOR plus 2.75% from LIBOR plus 3.00%, and extended maturity to June 2023. The amendment also allowed common dividends without restriction while the company is not in default.
  • For the next 12 months, management expected portfolio capital expenditures of approximately $150–$200, including about $135 of vertical construction, and expected to fund most of approximately $539.5 in maximum commitments over two years, subject to milestones and other conditions. These are expectations, not firm forecasts.

Outlook, risks and contingencies

No quantified earnings or revenue guidance is provided. Management said liquidity sources were expected to include cash, portfolio income, loan repayments and asset-sale proceeds, while noting it could not predict specific transactions or market conditions. The company’s interest-rate sensitivity analysis estimated annual net income would increase by about $11.2 for a 100-basis-point rate rise and decrease by about $10.4 for a 100-basis-point fall, assuming other balances and yield-curve shape remain unchanged.

Key exposures include commercial real estate credit and collateral values, interest-rate changes and spread compression, development and asset-sale execution, and material unfunded commitments. Two loans were more than 90 days delinquent at quarter-end; the filing describes legal, foreclosure and environmental resolution work. A resolved nonperforming loan produced $45.8 in cash and a preferred-equity position with $100 face value, recorded at $77.0, alongside a $21.4 loan-loss provision and charge-off. Maximum exposure to certain unconsolidated VIEs was $88.5 of carrying value plus $22.7 of unfunded commitments. Ordinary-course litigation was reported, with management stating it did not expect pending proceedings to have a material adverse effect. The filing reported no material change to previously disclosed risk factors.

Most important facts for investors to verify

  1. Confirm the intended issuer: the provided document is iStar Inc.’s 10-Q, not Safehold Inc.’s filing.
  2. Separate recurring operating performance from the consolidation gain, property-sale gains, prior-year litigation income and accounting-adoption adjustment.
  3. Review the quality and timing of operating cash flow, loan repayments, land-sale proceeds, development spending and the anticipated capital commitments.
  4. Assess debt maturities, the July 2018 note redemption, variable-rate exposure, covenant headroom and the effect of consolidating venture debt.
  5. Evaluate the recoverability and terms of the preferred-equity recovery from the resolved loan, remaining nonperforming loans, reserves and reported impairments.